Mark S. Levine - 19 Nov 2021 Form 4 Insider Report for Flexion Therapeutics Inc

Role
General Counsel
Signature
/s/ Mark S. Levine
Issuer symbol
N/A
Transactions as of
19 Nov 2021
Net transactions value
-$1,134,631
Form type
4
Filing time
19 Nov 2021, 09:08:00 UTC
Previous filing
20 Jul 2021
Next filing
28 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLXN Common Stock Disposed to Issuer $1,134,631 -133,486 -100% $8.50 0 19 Nov 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FLXN Stock Option (right to buy) Disposed to Issuer -125,000 -100% 0 19 Nov 2021 Common Stock 125,000 $21.74 Direct F3
transaction FLXN Stock Option (right to buy) Disposed to Issuer -33,333 -100% 0 19 Nov 2021 Common Stock 33,333 $22.31 Direct F3
transaction FLXN Stock Option (right to buy) Disposed to Issuer -18,000 -100% 0 19 Nov 2021 Common Stock 18,000 $14.75 Direct F3
transaction FLXN Stock Option (right to buy) Disposed to Issuer -15,500 -100% 0 19 Nov 2021 Common Stock 15,500 $15.78 Direct F3
transaction FLXN Stock Option (right to buy) Disposed to Issuer -20,000 -100% 0 19 Nov 2021 Common Stock 20,000 $11.41 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark S. Levine is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.
F2 At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.
F3 At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option.